Virtu Financial, Inc. — Director's Dealing 2019

Sep 13, 2019

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Virtu Financial, Inc. (VIRT)
CIK: 0001592386
Period of Report: 2019-09-13

Reporting Person: Fairclough Brett (COO)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A common stock	16456	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Unit	$		Class A common stock (17748)		Direct
Non-voting common interest units of Virtu Financial LLC	$		Class A common stock (10930)		Indirect
Option Award	$19.00		Class A common stock (75000)		Direct

Footnotes

F1: 3,125 of the RSUs vest on December 31, 2019. 8,557 of the RSUs vest in three equal annual installments on January 23, 2020, January 23, 2021 and January 23, 2022. 6,066 of the RSUs vest in two equal annual installments on January 23, 2020 and January 23, 2021.

F2: Each RSU is granted under the Issuer's Amended and Restated 2015 Management Incentive Plan and represents a contingent right to receive one share of Class A common stock of the Issuer.

F3: Pursuant to the terms of the Exchange Agreement, effective as of April 15, 2015, by and among the Issuer, Virtu Financial LLC and the equityholders of Virtu Financial LLC (the "Exchange Agreement"), Virtu Financial Units, together with a corresponding number of shares of Class C Common Stock, may be exchanged for shares of Class A common stock of the Issuer, which have one vote per share and economic rights (including rights to dividends and distributions upon liquidation), on a one-for-one basis at the discretion of the holder. The exchange rights under the Exchange Agreement do not expire.

F4: By Virtu Employee Holdco LLC, a holding vehicle through which employees and directors of the Issuer hold vested and unvested Virtu Financial Units and shares of Class C Common Stock. The reporting person disclaims beneficial ownership in such Virtu Financial Units and shares held by Virtu Employee Holdco LLC except to the extent of his pecuniary interest therein.

F5: Each Option Award was granted under the Issuer's 2015 Management Incentive Plan and represents a contingent right to receive one share of a Class A common stock of the Issuer.

F6: Options Awards vested in equal installments on each of the first four (4) anniversaries of April 15, 2015.